Amgen Boulder (Synergen) Securities Class Action
Tousley Brain Stephens was appointed sole class counsel in this litigation against one of the world's largest biotechnology companies. The case involved funding of the development of a genetically altered molecule and settled for payments totaling up to $82 million. Johnson v. Amgen Boulder Inc., et al. was filed as a class action in the United States District Court for the Western District of Washington under Cause No. C95-0204 in 1995. The Class ("Class") consisted of limited partners in Synergen Clinical Partners, L.P. ("SCP"). Among the limited partners in SCP were the limited partners of PaineWebber R&D Partners II, L.P ("PW R&D II"). The Class had invested in SCP, a partnership formed to fund the development and clinical trials of products derived from interleukin-1 receptor antagonist ("IL-1ra"), a genetically engineered version of a natural protein. Settlement was reached in 1998 and provided for an immediate payment of approximately $13.8 million ("First Distribution") to eligible Class members. The settlement also provided for two future payments known as the "Milestone Payment" and the "Revenue Payment" (the "contingent payments") which were contingent on the occurrence of certain events.
Frequently Asked Questions What is the Milestone Payment? The settlement required Amgen to pay another $9 million to the Class if the FDA approved an IL-1ra product for market ("Milestone Payment"). On November 14, 2001, the FDA did approve Amgen's application for Kineret, an IL-1ra product that will be used to treat rheumatoid arthritis in patients who have failed to benefit from one or more disease-modifying antirheumatic drugs. The Milestone Payment was distributed to eligible members of the Class in February 2002. What is the Revenue Payment? Amgen will be required to pay another $50 million to the Class if IL-1ra product cumulative revenues exceed $650 million before December 30, 2020 ("Revenue Payment"). Class members who had an interest in SCP (or PW R&D II) as of February 17, 1998, and who did not sell, transfer or otherwise terminate their rights to the contingent payments are entitled to share in the Revenue Payment.
Amgen does not permit the sales figures for Kineret to "be shared with anyone not directly involved in class counsel's determinations and/or actions under and with respect to the settlement of the Johnson litigation." Therefore, although we are monitoring sales of Kineret with information from Amgen as provided under the terms of the Settlement Agreement, we cannot disclose that information to class members unless and until revenues reach the $650 million threshold triggering the Revenue Payment.
Can I transfer my contingent payment right? Only under limited circumstances. SCP was dissolved in August 1998 after the First Distribution. According to UBS/PaineWebber, PW R&D II was dissolved on December 31, 2001. Since SCP and PW R&D II no longer exist, there are no shares or partnership units to transfer. Rather, each individual investor (or trust or other investment entity) holds a personal contractual right to the remaining contingent payment (i.e., the Revenue Payment). According to the court's order on settlement, class members cannot assign or transfer their interest in the contingent payments except by: (1) will; (2) intestate succession; or (3) operation of law. For example, if the person holding the contingent payment right is deceased, the transfer of the right will depend on how the share was held, the decedent's will, and/or the applicable community property, probate and intestate succession laws. If you believe you are entitled to a decedent's contingent payment right, please contact the Claims Administrator. If a husband and wife wish to split their right to receive the Revenue Payment in the course of a dissolution of marriage, they must provide the Claims Administrator with a copy of the Order of Dissolution or other court order so distributing the contingent payment right. They cannot split their right by agreement only. Likewise, if the trustee of a trust holding a contingent payment right wishes to transfer or distribute the right to the trust's share in the Revenue Payment, the trustee must obtain a court order and provide a copy to the Claims Administrator. The Claims Administrator cannot honor "transfers" that do not meet at least one of the three criteria set by the court enumerated above.
Tousley Brain Stephens PLLC represented the limited partners in SCP and PW R&D II for purposes of this class action only. Questions regarding the formation, administration or dissolution of these two partnerships should be directed to Amgen or UBS/PaineWebber respectively.
What about taxes? The Johnson Settlement Fund has received a ruling from the IRS confirming that it is exempt from characterizing and reporting to recipients or the IRS the character and amount of pro rata distributions from the settlement fund for the Milestone and Revenue Payments. Therefore, the Fund has not and will not in the future be mailing reporting forms to the IRS or to the Class for any of the distributions made from the Fund. The Claims Administrator cannot advise you regarding the personal tax consequences of any of the distributions. If you are a recipient, you should consult your own tax advisor about tax reporting requirements for your personal situation. What if I change my address? If you are an eligible Class member, please mail or e-mail to the Claims Administrator a notice of change of address in order to facilitate distribution of the Revenue Payment if and when it occurs. How do I contact the Claims Administrator? You may write to the following address:
Claims Administrator
Johnson Settlement Fund
Tousley Brain Stephens PLLC
1700 Seventh Avenue, Suite 2200
Seattle, Washington 98101
You may also contact the Administrator via e-mail at contact@tousley.com or call (206) 682-5600 and ask for Kim D. Stephens (class counsel) or Carol D. Bonifaci (paralegal).
For all communications, please spell your name clearly and specify whether you held your interest through SCP or PW R&D II.
Contact Information For more information, please e-mail contact@tousley.com or call (206) 682-5600 and ask for Kim D. Stephens (class counsel) or Carol D. Bonifaci (paralegal).
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